CSD-RT RFP Recordkeeping_Administration Services Response 3-

5.2

Each is not a party to or subject to any charter, by-law, agreement, law, rule,

regulation, judgment or decree of any kind that would prevent performance of the

terms and conditions of this Agreement;

5.3

Each has full power and authority to execute and deliver this Agreement and to

consummate and perform the transactions contemplated hereby; and

5.4

This Agreement has been duly authorized, executed and delivered by VRSCO and

Employer and constitutes the legal, valid and binding obligation of each,

enforceable against each in accordance with its terms.

Employer further represents and warrants to VRSCO that Employer shall provide data to

Retirement Manager that to the best of its knowledge is complete and accurate.

Acts or Omissions of Other Parties.

Neither VRSCO nor its affiliates, successors and

assigns shall have any liability, duty or other obligation with respect to actions or

omissions (including incomplete or incorrect data provided to VRSCO) of the Employer,

the Plan Administrator, or other authorized Plan representative, or of any concurrent or

predecessor investment or service provider. Neither Employer nor its affiliates,

successors and assigns shall have any liability, duty or other obligation with respect to

actions or omissions of VRSCO or its affiliates, successors and assigns.

Fees.

The fees for the Services to be provided hereunder are described in

Exhibit B

(Fees), attached and incorporated for all purposes.

Data Ownership, Rights, Security.

8.1

Employer Data.

8.1.1 As between the parties, Employer shall have sole ownership of all rights

and interest in any information or data that:

(i)

Employer provides to VRSCO under this Agreement,

(ii)

Employer stores in or contributes to Retirement Manager,

(iii) is stored in or processed, transmitted, displayed, or reported by

Retirement Manager on behalf of Employer,

(iv)

a Vendor provides to VRSCO on behalf of Employer, or

(v)

is manipulated, modified, calculated, or retrieved by Employer

through the use of Retirement Manager.

The above information or data is collectively referred to in this Agreement

as the “

Employer Data.

”

8.1.2 The Employer Data shall include, but shall not be limited to, the

following: names, addresses, account balances, account numbers, account

activity, Social Security numbers, taxpayer identification numbers, and

sensitive financial information

The Employer Data includes all

information (including personally identifiable information) that is derived

from other Employer Data.